The Board of Directors (“Board”) of Sri Lanka Telecom PLC (“SLT”) refer to the recent media coverage of Boardroom changes at SLT.

This note is to provide factual information and clarity on the corporate identity of SLT, the role, responsibilities, authority and accountability of management and the Board (including the Chairman of the Board), and in particular the separation of powers between the Board and Management. All of the information in this note is already available in public sources.

SLT was incorporated under the then Companies Act No. 17 of 1982 (now superseded by the Companies Act No.7 of 2007).  SLT is listed and quoted on the Colombo Stock Exchange (“CSE”) and is governed via the tenets of SLT’s Articles of Association (“Articles of Association”). The Government of Sri Lanka and Global Telecommunications Holdings (“GTH”) have a 49.5% and 44.98% equity interest in SLT. SLT has about 13700 other shareholders. As disclosed in the Annual Report, GTH is wholly owned by Usaha Tegas Sdn Bhd, which is incorporated in Malaysia. SLT is therefore not a state-owned corporation nor a government organization as opposed to government corporations established under separate enactments.

As a listed company, SLT complies with the CSE Continuing Obligations and the Code of Best Practice on Corporate Governance (“CG Code”).  A copy of the Articles of Association is available for review at its registered office and the websites of SLT and CSE.

The Board plays a stewardship role in accordance with the CG Code which provides details on the role, responsibilities and authority of the Board and Management.

The Board, including the Chairman, is non-executive.  This means that no director, including the Chairman of the Board, has the authority to make individual decisions or give individual instructions to members of management or staff.  Board decisions and instructions are made and conveyed by formal, minutes and collective Board decisions.

The position of the Chairman at SLT is not to be confused with that of Executive Chairman in other public companies or State-Owned Corporations. The Chairman of the SLT Board has the primary role to chair board meetings and facilitate and ensure the workings of the Board. The Chairman is appointed by the Board in accordance with the Articles of Association.

All Directors, including the Chairman are non-Executive and are not employees of SLT. Their role is not full time. They are therefore not entitled to a salary nor benefits that accrue to employees.  All Directors in SLT, including the Chairman, do receive fees for the discharge of their fiduciary duties.

SLT is led by a Chief Executive Officer (“CEO”) who is appointed by the Board.  It is the CEO and the management team that operate the business and make the executive decisions within the powers provided to them by the Articles of Association. The CEO is an employee and is paid a salary.

The separation of powers, that the Board undertakes the oversight role and the management the executive role, ensures clear delineation of roles, responsibilities, authority and most importantly, accountability.

Compliance with related party transactions and its related disclosures in accordance with Sri Lanka Financial Reporting Standards 24 are monitored by the Related Party Transactions (“RPT”) Committee of the Board.  The Board wishes to confirm that the present Chairman has not only disclosed his related party interests but that he has in fact made disclosures over and above regulatory requirements.  The Board has robust controls in place to ensure that if a director does not disclose related party interests or interferes in areas where there is conflict, the Board will take the necessary action in accordance with the law and regulations.

The Board does hope that this statement provides clarity for the informed stakeholder. We humbly request that aggrieved and interested parties that have concerns regarding the governance of SLT address the appropriate forum of the regulatory authorities or the courts of law. The Board will not want to enter into the bowels of public debate and correct each and every uninformed, misguided, erroneous or unwarranted statement.